Offences to be non-cognizable
Section 439 of the Companies Act, 2013 deals with offences to be non-cognizable. Notwithstanding anything in the Code of Criminal Procedure, 1973 (2 of 1974), every offence under this Act except the offences referred to in sub-section (6) of section 212 shall be deemed to be non-cognizable within the meaning of the said Code. The Act came into force on 01 Apr 2014.
(1) Notwithstanding anything in the Code of Criminal Procedure, 1973 (2 of 1974), every offence under this Act except the offences referred to in sub-section (6) of section 212 shall be deemed to be non-cognizable within the meaning of the said Code.
(2) No court shall take cognizance of any offence under this Act which is alleged to have been committed by any company or any officer thereof, except on the complaint in writing of the Registrar, a shareholder 1[or a member] of the company, or of a person authorised by the Central Government in that behalf:
Provided that the court may take cognizance of offences relating to issue and transfer of securities and non-payment of dividend, on a complaint in writing, by a person authorised by the Securities and Exchange Board of India:
Provided further that nothing in this sub-section shall apply to a prosecution by a company of any of its officers.
(3) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974),where the complainant under sub-section (2) is the Registrar or a person authorised by the Central Government, the presence of such officer before the Court trying the offences shall not be necessary unless the court requires his personal attendance at the trial.
(4) The provisions of sub-section (2) shall not apply to any action taken by the liquidator of a company in respect of any offence alleged to have been committed in respect of any of the matters in Chapter XX or in any other provision of this Act relating to winding up of companies.
Explanation.--The liquidator of a company shall not be deemed to be an officer of the company within the meaning of sub-section (2).
Section 439, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
This section refers to
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Yogesh Chandar Goyal v. The State
Court's Decision & Legal Precedent
DATE VERIFIED Judgment 03.05.2024 (order-4.pdf): Cognizance of Companies Act s.185 (loan to directors) on a 2017 private complaint alleging 2002–2008 advances is barred by the one-year limitation for such offences; cognizance under s.185/447 read with IPC 120B set aside (s.447 also requires SFIO/authorised government complaint). Liberty left to seek CrPC s.473 extension for s.185 before the trial court. s.452 cognizance as continuing offence upheld.
On this section: It construes who may set the criminal law in motion under Section 439 for Companies Act offences and marks out the Section 447 / Section 212(6) exception to the ordinary non-cognizable, complaint-only scheme.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Judgments citing this section
These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.
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… Liquidation of companies was handled by the High Courts under the provisions of Sections 271 and 272 of the Companies Act, 2013 corresponding to Sections 433, 434 and 439 of the Companies Act, 1956. Individual bankruptcy and insolvency was dealt with under the Presidency Towns Insolvency Act, 1909 and the Provincial Insolvency Act, 1920, which have been repealed by the IBC. 35. As stated in its Object and Reasons, the objective of the IBC is to consolidate and amend the laws …
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… The brief facts necessary to appreciate the controversy involved in these appeals are as follows: Digitally signed by R Natarajan Date: 2020.12.15 15:50:23 IST Signature Not Verified 2.1. A winding up petition under sections 433(e) and (f), 434 and 439 of the Companies Act, 1956, being Co. Pet. No.731 of 2016 was filed by one Shyam Metalics and Energy Limited (Respondent No.1 herein), seeking winding up of the appellant company inasmuch as for goods supplied to the appellant company, a sum of Rs.4.55 crore was still due. The learned Company Judge in the Delhi High …
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… commence at the time of presentation of the petition for winding up, and that, if this is so, the stage at which a secured creditor has to give up his security is at the stage of the filing of the winding up petition itself. We are afraid that we cannot agree. First and foremost, it is important to notice that under Section 439 of the Companies Act, 1956, a secured creditor's petition for winding up is maintainable without any requirement of it having to give up or relinquish its security. This is in contrast to Section 9(2) of the Provincial Insolvency Act, 1920, which reads as follows: " 9. Conditions on which creditor may …
Made under this section, and citing it
1 instrument names this provision in its title or its text without being made under it.
Questions about Section 439
What have the courts held on Section 439 of the Companies Act?
Yogesh Chandar Goyal v. The State (03 May 2024) is the leading judgment on this section among those set out below: It construes who may set the criminal law in motion under Section 439 for Companies Act offences and marks out the Section 447 / Section 212(6) exception to the ordinary non-cognizable, complaint-only scheme.
How do I find court cases under Section 439 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 439, section 439 Companies Act, section 439 of the Companies Act. People searching for it also type companies act 2006 section 439. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Yogesh Chandar Goyal v. The State (03 May 2024).
What should I read with Section 439 of the Companies Act, and has it changed?
Its own text turns on section 212 (Investigation into affairs of company by Serious Fraud Investigation Office), so none of them can safely be read on its own. One instrument names it without being made under it, most recently Notification authorizing officers for filing complaint under section 159 read with section 155 of the Companies Act, 2013 (2015).
When did Section 439 of the Companies Act come into force?
Section 439 of the Companies Act, cited as Companies Act 439, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.